RESCISSION AGREEMENT Rescinding Asset Purchase Agreement Of August 14, 2007 Between Latin Television, Inc. and THE League Publishing Inc.,
Exhibit
10.2
Rescinding
Asset Purchase Agreement
Of
August 14, 2007
Between
and
THE
League Publishing Inc.,
THIS
RESCISSION AGREEMENT
("Agreement"), dated November 15, 2007, between THE League
Publishing, Inc. (“THE League”), a Nevada corporation, and
Latin Television, Inc. (“LTV”)(formally Stratus Entertainment,
Inc.), a Nevada corporation, is made with reference to the following provisions,
and shall be effective upon execution.
RECITALS
WHEREAS,
THE League and LTV entered
into an Asset Purchase Agreement (“Purchase Agreement”) on August 14, 2007,
whereby THE League transferred all of its rights, title and interest of its
Studio Assets, Television Rights Assets and Intellectual Property Assets
(collectively “the assets”) to LTV in exchange for 1,500,000 shares of
restricted common stock of LTV. See Exhibit A.
WHEREAS,
the terms of the Purchase
Agreement required THE League to provide to LTV an audit of the acquired
Assets. Despite substantial effort, THE League has been unable to
provide an audit acceptable to LTV.
WHEREAS,
LTV and THE League agree to
rescind the Purchase Agreement pursuant to Section 16 of such
agreement. LTV and THE League agree that all documents executed in
reliance of the Purchase Agreement shall be considered null and void.
Additionally, all stock issued pursuant to, or in reliance of, the Purchase
Agreement shall be returned to its original stockholders or their
assigns.
WHEREAS,
LTV and THE League recognize
that both parties have worked together in good faith in regard to the Purchase
Agreement and agree to hold each other harmless for the failure of its
execution.
WHEREAS,
LTV and THE League recognize
the value of the others respective contribution and both desire to continue
negotiations and efforts to reorganize the transaction in a more effective
structure.
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AGREEMENT
NOW,
THEREFORE, in
consideration of the mutual agreements, warranties and representations contained
in this agreement, the parties hereby agree as follows:
INCORPORATION
OF RECITALS. The recitals and prefatory phrases and
paragraphs set forth above are hereby incorporated in full and made part
of this
Agreement.
RECISSION:
The Asset Purchase Agreement of August 14, 2007 shall be rescinded, unwound
and
void ab initio. All rights, title and interest of the assets
transferred pursuant to that agreement shall be returned THE
League. THE League shall return 1,500,000 shares of common stock to
LTV. Further, all documents executed in reliance, or corollary to the
Purchase Agreement, will be considered null and void.
The
Purchase Agreement shall be of no
further force or effect, and no obligation, right, or liability shall attach
to
LTV or THE League. Each party shall bear its own costs incurred in
connection with the negotiation, preparation, and execution of this Rescission
Agreement.
RELEASES: LTV,
it’s past, present and future executives and board members hereby release,
cancel, forgive and forever discharge and THE League from all actions, claims,
demands, damages, obligations, liabilities, controversies and executions,
of any
kind or nature whatsoever, whether known or unknown, whether suspected or
not,
which have arisen, or may have arisen, or may arise by reason of the Purchase
Agreement or its subsequent rescission. LTV specifically waives any
claim or right to assert any cause of action or alleged case of action or
claim
or demand which has, through oversight or error intentionally or
unintentionally, or through a mutual mistake, have been omitted from this
agreement.
THE
League also hereby release, cancel,
forgive and forever discharges LTV, its officers, directors, (past, present
and
future), its affiliates, subsidiaries, and/or subcontractors from all actions,
claims, demands, damages, obligations, liabilities, controversies and
executions, of any kind or nature whatsoever, whether known or unknown, whether
suspected or not, which have arisen, or may have arisen, or may arise by
reason
of the Purchase Agreement or its subsequent rescission. THE League
specifically waives any claim or right to assert any cause of action or alleged
case of action or claim or demand which has, through oversight or error
intentionally or unintentionally or through a mutual mistake, been omitted
from
this agreement.
ENTIRE
AGREEMENT. This Agreement sets forth the entire agreement
and understanding of THE League and LTV with respect to the subject matter
hereof and supersedes all prior contemporaneous written or oral agreements,
understandings or representations which are not specifically contained
herein. Both parties participated in the drafting of this Agreement
and therefore consent that the terms of this Agreement shall not be construed
for or against either party. This Agreement may be amended or
modified only by a written instrument signed by both parties.
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DISPUTE
RESOLUTION. The parties agree to attempt to resolve any
claim or dispute arising out of, or relating to, this Agreement by mediation
and
good faith reasonable negotiation prior to resorting to litigation or other
judicial process. In the event that litigation arises from the terms
or performance of this Agreement, the prevailing party shall be entitled
to
recover court costs and their reasonable attorney fees.
COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each
of
which shall be deemed an original, but both of which taken together shall
constitute one and the same Agreement.
NO
THIRD PARTY BENEFICARIES. The terms and provisions contained in this
agreement (including the documents and the instruments referred to herein)
are
not intended to confer upon any person other than the parties hereto any
rights
or remedies hereunder.
FURTHER
ASSURANCES. Upon the execution of this Agreement, the other
parties shall do, execute, acknowledge and deliver all such further acts,
assurances, deeds, assignments, transfers, conveyances and other instruments
and
papers as may be reasonably required or appropriate to carry out the
transactions contemplated by this Agreement.
IN
WITNESS WHEREOF,
THE League and LTV have executed this Agreement as of the
date first above written.
| Latin Television, Inc. |
THE
League Publishing Inc.
|
|
f.k.a.
Stratus Entertainment, Inc.
|
|
By
/s/ Xxxxxxx Xxxxx
|
/s/
Xxxx Xxxxx Xxxxxxxxx
|
|
Xx.
Xxxxxxx Xxxxx
|
Xxxx
Xxxxx Xxxxxxxxx
|
|
President
|
Chief
Executive Officer, Executive
Director
|
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